Bio Green Med Solution, Inc. — Director's Dealing 2025

Feb 28, 2025

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Cyclacel Pharmaceuticals, Inc. (CYCC)
CIK: 0001130166
Period of Report: 2025-02-26

Reporting Person: Lazar David E. (Interim CEO, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2025-02-26	Common Stock	M	2650000	—	Acquired	2650000	Direct
2025-02-26	Common Stock	M	191978820	—	Acquired	194628820	Direct
2025-02-26	Common Stock	S	194628820	$0.0283	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2025-02-26	Series C Convertible Preferred Stock	$	M	1000000	Disposed		Common Stock (2650000)	Direct
2025-02-26	Series D Convertible Preferred Stock	$	M	1745262	Disposed		Common Stock (191978820)	Direct

Footnotes

F1: These shares represent the conversion of 1,000,000 shares of the Series C Convertible Preferred Stock (the "Series C Preferred Stock") of Cyclacel Pharmaceuticals, Inc. (the "Company") owned by the Reporting Person into shares of the Company's common stock, par value $0.001 per share (the "Common Stock").

F2: The shares of Series C Preferred Stock are convertible at the option of the Reporting Person for no additional consideration.

F3: These shares represent the conversion of 1,745,262 shares of the Company's Series D Convertible Preferred Stock (the "Series D Preferred Stock") owned by the Reporting Person into shares of Common Stock of the Company.

F4: The shares of Series D Preferred Stock are convertible at the option of the Reporting Person for no additional consideration.

F5: On February 26, 2025, the Reporting Person sold 194,628,820 shares of Common Stock in a private transaction for total consideration of $5,500,000.

F6: The Series C Preferred Stock is exercisable immediately upon issuance, is perpetual and has no expiration date.

F7: At a closing on January 6, 2025, the Reporting Person acquired 1,000,000 shares of Series C Preferred Stock from the Company for a total purchase price of $1,000,000. Each share of Series C Preferred Stock is convertible into 2.65 shares of the Company's Common Stock at any time.

F8: The Series D Preferred Stock is exercisable immediately upon issuance, is perpetual and has no expiration date.

F9: At a closing on February 6, 2025, the Reporting Person acquired 2,100,000 shares of Series D Preferred Stock from the Company for a total purchase price of $2,100,000. Each share of Series D Preferred Stock is convertible into 110 shares of the Company's Common Stock at any time.